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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                           (vi) Corporate  power and authority of Key to execute
                  and  deliver  this  Agreement  and  the  Collateral  Documents
                  executed or required to be executed pursuant hereto or thereto
                  or to consummate the Merger and the  Transactions,  to perform
                  its  obligations  thereunder  and to consummate the Merger and
                  the Transactions;

                           (vii)  Due  and  valid  authorization  by  Key by all
                  necessary  corporate  action of its  execution,  delivery  and
                  performance  of this  Agreement and the  Collateral  Documents
                  executed or required to be executed pursuant hereto or thereto
                  or to  consummate  the  Merger  and the  Transactions  and the
                  consummation by it of the Merger and the Transactions;

                           (viii) Due and valid  execution  and delivery by, and
                  enforceability   against,   Key  of  this  Agreement  and  the
                  Collateral  Documents  executed  or  required  to be  executed
                  pursuant hereto or thereto or to consummate the Merger and the
                  Transactions, except (A) as such enforceability may be subject
                  to   bankruptcy,   moratorium,   insolvency,   reorganization,
                  arrangement  and other  similar laws  relating to or affecting
                  the  rights  of  creditors   and  to  the  effect  of  general
                  principles of equity and (B) that no opinion need be expressed
                  as  to  the  enforceability  of   indemnification   provisions
                  included in the Registration Rights Agreement;

                           (ix) The execution and delivery of this Agreement and
                  the Collateral  Documents  executed or required to be executed
                  pursuant hereto or thereto or to consummate the Merger and the
                  Transactions  by Key do  not,  and  the  performance  of  this
                  Agreement  and such  Collateral  Documents by it will not, (A)
                  conflict  with or violate the Organic  Documents of Key or any
                  Subsidiary,  (B) conflict with or violate any Applicable  Law,
                  or (C) to counsel's  knowledge,  constitute  a default  under,
                  result in the loss of a  material  benefit  under,  or give to
                  others  any  right of  termination,  amendment,  acceleration,
                  increased  payments  or  cancellation  of,  or  result  in the
                  creation  of a Lien on any  property  or  asset  of Key or any
                  Subsidiary pursuant to, any Material Agreement to which Key or
                  any Subsidiary is a party or by which Key or any Subsidiary or
                  any  property  or asset of Key or any  Subsidiary  is bound or
                  affected;

                           (x) No consents from or filings with any Governmental
                  Authority  (other than filings of a Certificate  of Merger and
                  Articles  of Merger) are  required  by Key for the  execution,
                  delivery and  performance of this Agreement and the Collateral
                  Documents  executed or required to be executed pursuant hereto
                  or thereto or to  consummate  the Merger and the  Transactions
                  and the  consummation  of the  Merger  and  the  Transactions,
                  except as contemplated by the Registration Rights Agreement;

                           (xi)  Effectiveness  of the  Merger  upon  making  of
                  required  filings  with  Secretaries  of State of Delaware and
                  Maryland;

                           (xii) To the knowledge of counsel, absence of pending
                  or threatened material Legal Action;

                           (xiii) The information provided by Key for use in the
                  Registration  Statement and the Shelf Registration  Statement;
                  and

                           (xiv) Nonapplicability of Section 3-602 of the MGCL;

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